Corporate Governance · glossary

Independent Director

A non-executive director the board finds independent when she joins and every February. She has had no job or material business with the company in three years, has no family tie to a shareholder above 10%, and was not nominated by a shareholder. A quorum needs one. Definition: Independent Director · Charter §1.6 · Chapter 1 · Chapter 6

Explained in Chapter 1, What a Board Is For, of Corporate Governance.

How it comes up, in Chapter 1
Under paragraph 1.6, a director is an Independent Director only if the board decides, when she joins and every February, that she…
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As defined in the training board charter
a non-executive director whom the Board has determined to be independent under paragraph 1.6. The Chair is an Independent Director.
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Where this term lives

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